0001209191-20-013617.txt : 20200227
0001209191-20-013617.hdr.sgml : 20200227
20200227200957
ACCESSION NUMBER: 0001209191-20-013617
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200227
FILED AS OF DATE: 20200227
DATE AS OF CHANGE: 20200227
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39231
FILM NUMBER: 20665088
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VII LLC
CENTRAL INDEX KEY: 0001760648
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39231
FILM NUMBER: 20665089
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6491
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Passage BIO, Inc.
CENTRAL INDEX KEY: 0001787297
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 822729751
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: TWO COMMERCE SQUARE
STREET 2: 2001 MARKET STREET, 28TH FLOOR
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
BUSINESS PHONE: 2678660312
MAIL ADDRESS:
STREET 1: TWO COMMERCE SQUARE
STREET 2: 2001 MARKET STREET, 28TH FLOOR
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2020-02-27
0
0001787297
Passage BIO, Inc.
PASG
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001760648
OrbiMed Capital GP VII LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Series A-1 Preferred Stock
Common Stock
3721552
I
See Footnote
Series A-2 Preferred Stock
Common Stock
1311469
I
See Footnote
Series B Preferred Stock
Common Stock
541002
I
See Footnote
Each share of the Issuer's Series A-1 Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering ("IPO") and has no expiration date.
The Shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP VII") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP VII. OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI VII.
Each share of the Issuer's Series A-2 Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's IPO and has no expiration date.
Each share of the Issuer's Series B Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's IPO and has no expiration date.
/s/Carl Gordon, Member of OrbiMed Advisors LLC
2020-02-27